Keppel Limited

[CityFarmer]

I have removed a post, which is on a moderated topic.

The "Layman A" issue was moderated, and closed. No further discussion allowed.

Let's get back to Keppel's topic. Thank you

Regards
Moderator

[desmondxyz]

http://infopub.sgx.com/FileOpen/Keppel_C...eID=340091

Game over....89.4% acceptance

[tealeaves]

Question is now whether it can cross the 95.5% threshold to trigger the $4.60. Or else, they will get to have the cake & eat it too..

I guess today will see a flurry of activities from those that had held out till now. Or else over 90%, delist and only paid $4.38 for it.. double winner for them..

URL: http://www.todayonline.com/business/kepp...perty-unit

[CityFarmer]

Question is now whether it can cross the 95.5% threshold to trigger the $4.60. Or else, they will get to have the cake & eat it too..

I guess today will see a flurry of activities from those that had held out till now. Or else over 90%, delist and only paid $4.38 for it.. double winner for them..

URL: http://www.todayonline.com/business/kepp...perty-unit

I have a slightly different view.

The procedure is different between compulsory acquisition and delisting due to free float.

For a delisting due to free-float, Keppel Corp needs to propose an exit offer for approval. It is very unlike for Keppel Corp to offer anything other than the "S$4.60", IMO.

Let's see...

(not vested)

[grubb]

Question is now whether it can cross the 95.5% threshold to trigger the $4.60. Or else, they will get to have the cake & eat it too..

I guess today will see a flurry of activities from those that had held out till now. Or else over 90%, delist and only paid $4.38 for it.. double winner for them..

URL: http://www.todayonline.com/business/kepp...perty-unit

I opined that the delisting will fail, but I have been proven wrong. It seems that logical arguments will not have logical outcomes. Its good that OCBC has finally addressed the issue of whether it is 4.38 or 4.60. If its really 4.38 in the end, it won't look good for the analysts who have never pointed out this issue.

I think Blackrock has not tendered yet? They still have 2.4%. So theres still a chance of crossing the CAT.

[tealeaves]

ah, i seee. I didnt know about that CF. Thanks v much for sharing..

But could I ask, wouldn't that mean, in the delisting due to free-float (scenario), that they, would just need to pay out the $4.60 for the approximate 10% they don't yet own.
meaning to say, that the approx 40% purchased earlier (is already a done deal), pegged at the agreed $4.38...

That appears to be another "I get to have the cake, and eat it too" tactic. (burying my hands to the face). Sorry if i sound like a noob here.. Thanks for all the insights.

Question is now whether it can cross the 95.5% threshold to trigger the $4.60. Or else, they will get to have the cake & eat it too..

I guess today will see a flurry of activities from those that had held out till now. Or else over 90%, delist and only paid $4.38 for it.. double winner for them..

URL: http://www.todayonline.com/business/kepp...perty-unit

I have a slightly different view.

The procedure is different between compulsory acquisition and delisting due to free float.

For a delisting due to free-float, Keppel Corp needs to propose an exit offer for approval. It is very unlike for Keppel Corp to offer anything other than the "S$4.60", IMO.

Let's see...

(not vested)

[r0n]

Per Takeover Code, don't think they can offer a higher price to one group of shareholders without offering it to the rest.

[ghchua]

Dear all,

I think we must look at the compulsory acquisition and delisting due to not enough free float as two different issues altogether. Compulsory acquisition is covered under the Companies Act while delisting due to not enough free float is covered under SGX Listing Manual.

We know that the $4.60 will be offered to accepting Keppel Land shareholders only when Keppel Corp hit the Compulsory Acquisition Threshold (i.e. 95.5% of the total number of issued shares). Delisting due to not enough free float will be at a later stage and at this point in time, we do not know how much Keppel Corp will offer until we come to that stage. Having said that, I don't think Keppel Corp would offer $4.60 for delisting if they cannot hit the Compulsory Acquisition Threshold and only pays $4.38 for the offer shares. Why would they want to do that? It would have leave a bad taste in the mouth for those who accepted the offer in the first place.

[specuvestor]

^^ As per what I mentioned earlier:

As Grubb highlighted, "No increase statement" is a legal statement under the takeover code.

In addition to what Boon wrote before, there is also such thing as a delisting offer with 75% threshold which is under SGX code.

Confusion usually stems from SGX rules which governs listing, and companies act which governs Singapore companies (not bermudan companies for eg)

As per what CF mentioned, thats what we have been discussing in the previous few pages on the technicality. Observation and sometimes vested interest is the best teacher

If cross 90% and not 95.5% Keppel can do a delisitng offer at 4.38 and will be buying in the market at 4.38. Like I said, those not keen to tender can become private investor of KepLand if at the end of the delisting exercise Keppel still doesn't cross 95.5%. So there are still a few more steps to go.

Though unlikely but it becomes complicated if they cross 95.5% because of keppel buying in market at 4.38, because I'm not sure it that will satisfy requirement for 4.60 price, though CA is triggered.

Question is now whether it can cross the 95.5% threshold to trigger the $4.60. Or else, they will get to have the cake & eat it too..

I guess today will see a flurry of activities from those that had held out till now. Or else over 90%, delist and only paid $4.38 for it.. double winner for them..

URL: http://www.todayonline.com/business/kepp...perty-unit

I have a slightly different view.

The procedure is different between compulsory acquisition and delisting due to free float.

For a delisting due to free-float, Keppel Corp needs to propose an exit offer for approval. It is very unlike for Keppel Corp to offer anything other than the "S$4.60", IMO.

Let's see...

(not vested)

[GFG]

Hi Boon,

Thanks for the info.

KepCorp holds 89%, less than 500 other shareholders who are members of the public hold the other 11%.

Hi Boon and Layman A

Scenario 3 technically cannot happen straight away. Because if KepCorp fails to cross the 90% threshold, that means at least 10% is "free float" aka in the hands of the public. So the company will not get delisted.

I am just trying to say that that's not a good scenario for minority shareholders because the share price will drop after the offer expires, and there's nothing to stop Kepcorp from accumulating slowly to eventually reach 90%. It just takes a bit longer but after everything is done and dusted, they can actually accumulate at a lower price.

They just have to accumulate to reach 90%, and they have already indicated their intention to purposefully NOT maintain an adequate free float to force a delisting.

This happened to Pertama Holdings just a few years back. I was one of the minorities that accepted the buyout offer, but they couldn't trigger the 90% threshold. So those who didn't accept, got stuck. The share price was in limbo for over a year, with very low liquidity. (Most of the shares were held by the major shareholder)

Hi GFG & Layman A,

Under the the “takeover-code/companies act”, once, the Offeror crosses the 90% compulsory acquisition threshold level, the “public free-float” would be less than 10% - hence delisting.

Under the SGX-Listing-rules, if public free-float condition no longer complys – SGX would delist the company until the public free-float condition is restored.

These are two separate rules

As for Pertama, HN holds only 83.1% (< 90%), and it was delisted because the free-float was at 7.77%

Presumably, the remaining 9.14% was held by SSH who are not a concerted party to the Offeror and whose shareholding would not be counted as “free-float”.
________________________________________________________________________________________________________________
Electronics company Pertama Holdings told to delist from SGX, exit offer to be made
Published on Jul 8, 2013
http://www.straitstimes.com/breaking-new...be-made-20

By Fiona Chan

The Singapore Exchange (SGX) has directed Pertama Holdings, a retailer, wholesaler and distributor of consumer electronics products in Singapore and Malaysia, to delist from the bourse.

This comes as shares in Pertama have been suspended from trading since January 27 last year, after the proportion of shares in public hands fell below 10 per cent. Only about 7.77 per cent of Pertama's total issued ordinary shares are held by the public.

The controlling shareholder, Harvey Norman Singapore, and its 60 per cent subsidiary Harvey Norman Ossia (Asia) together hold 83.16 per cent of Pertama's shares.

Harvey Norman said in a statement on Monday morning that it has no intention to restore Pertama's public float to enable it to continue its listed status.

Thanks for digging this up.
That's my point actually.
Isnt this current scenario very similar to the Pertama case if Kep Corp fails to garner >90%?
They'd be forced to suspend trading according to SGX rules, and after a prolonged period of low liquidity, SGX will ask them to delist.
The statement "no intention to restore public float ......" is the same as KepCorp offer. The suspension period is meant for companies to pursue ways to increase free float, but with this statement, they are basically saying they will not do anything to increase free float since that works in their favour to force a delisting.
With delisting in this manner (lack of free float), minority shareholders will NOT be forced to sell to KepCorp, but they will be stuck with a tiny stake in an unlisted company with no way to exit.
On top of that, KepCorp would only have to pay $4.38 to those who accepted earlier instead of $4.6
Doesn't sound like a bad scenario for them, although it will take longer to delist

Like I mentioned earlier...
this is turning out to be a similar scenario to my previous experience with Pertama.
Now Kepland will get suspended (unless CAT is reached), kep corp will take longer to delist but they will get to delist at a later stage.
Earlier SHs who accepted will only get 4.38
Later SHs.... who knows what they'll get.
Although it is unlikely to be lower than 4.38.
Kep corp gets to delist kepland at a lower price, but like I said, it takes them longer to do so.